I met with two CPA's. One of the partners is the "investment adviser" has $50 million under management. He is looking to either sell his book of business or have a strategic partnership where he would eventually phase out with a small override while in semi retirement. His business partner is not retiring and wants to continue to gather assets.

I have to structure a deal. Has anyone done this before? I'm looking for ideas.
My initial idea is to have the CPA receive a high payout and then scale down the payout over time.
Any thoughts?

If so, you can add yourself to his custodian. Then he gives you trading access to his accounts. At first you may want to be paid 50bps (standard for sub advising). No transition at this point, clients are still technically his.

After the clients get comfortable with your investment style, have him start making the introductions with the idea that down the road the CPA is going to retire and you will be taking over.

Once he leaves, the he get the the 50bs (or whatever you guys agree to) to act as a solicitor. As a solicitor, he can decide how much interaction he wants with the clients.

The eliminates the need for upfront money, and if the market continues to recover, he may make more money on the long run and you will have an easier time keeping the clients.

Not sure how this would work with a b/d. You may not be able to use my idea unless you are at the same b/d.

I’m not sure what the rules are under a b/d with solicitor agreements.

In terms of the note, you can always take over the payments, or pay the full amount. Just take it out of his back end. But for 50 mil, you may want to just pay it out of pocket depending the revenue he was generating from the book.